Sample Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company - Sample
What is this form?
This Asset Purchase Agreement is a legal document that outlines the terms and conditions under which one party purchases the assets of another party. In this sample agreement, Orth-McNeil Pharmaceutical, Inc. agrees to purchase certain assets from Cygnus, Inc. It differs from other agreements as it specifically focuses on the sale and purchase of company assets rather than the transfer of ownership of the company itself. This form helps parties establish a clear understanding of their rights, responsibilities, and expectations during the asset transfer process.
What’s included in this form
- Parties involved: Identifies the buyer (Orth-McNeil Pharmaceutical, Inc.) and seller (Cygnus, Inc.).
- Recitals: States the purpose of the agreement and the intent of the parties.
- Definitions: Provides clarifications of key terms used throughout the document.
- Transfer of Assets: Details what assets are being sold and the conditions surrounding the sale.
- Assumed Liabilities: Specifies which liabilities will be taken on by the buyer after the sale.
- Closing Conditions: Outlines the necessary steps and conditions that must be met before the sale is finalized.
Situations where this form applies
This form should be used when a business is sold in part or whole through the transfer of its assets. Scenarios may include mergers and acquisitions, a sale of business operations to another entity, or when a company liquidates specific assets to cover liabilities. Utilizing this form ensures that both the buyer and seller have a clear route for the transaction, minimizing legal disputes that may arise post-sale.
Who can use this document
- Business owners looking to sell their company assets either partially or completely.
- Entrepreneurs seeking to acquire business assets from another company.
- Legal professionals involved in the negotiation and drafting of business sales and asset transactions.
- Investors interested in acquiring assets as a strategy for business development.
Completing this form step by step
- Identify the parties: Clearly state the names and addresses of the buyer and seller.
- Define the assets: List all assets being sold, including any necessary schedules that detail these assets.
- Outline the purchase price: Specify the total amount to be paid for the assets and any payment structure.
- Detail any liabilities: Indicate which liabilities the buyer will assume after the transfer.
- Include closing procedures: Specify the conditions that must be fulfilled before closing the transaction.
Notarization guidance
This form does not typically require notarization to be legally valid. However, some jurisdictions or document types may still require it. US Legal Forms provides secure online notarization powered by Notarize, available 24/7 for added convenience.
Get your form ready online
Our built-in tools help you complete, sign, share, and store your documents in one place.
Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Common mistakes to avoid
- Failing to define what assets are included in the sale clearly.
- Not outlining the responsibilities for assumed liabilities adequately.
- Neglecting to specify conditions for closing that may lead to post-sale disputes.
- Leaving out essential details regarding the payment terms.
Advantages of online completion
- Easy accessibility: Users can download and customize the form to suit their specific needs.
- Time-saving: The form is straightforward and can be completed quickly online.
- Legally sound: Prepared by licensed attorneys, ensuring it adheres to legal standards.
- Cost-effective: Avoids the upfront costs of hiring a lawyer for a simple transaction.
Looking for another form?
Form popularity
FAQ
Among the terms typically included in the agreement are the purchase price, the closing date, the amount of earnest money that the buyer must submit as a deposit, and the list of items that are and are not included in the sale.
In an asset sale, the seller retains possession of the legal entity and the buyer purchases individual assets of the company, such as equipment, fixtures, leaseholds, licenses, goodwill, trade secrets, trade names, telephone numbers, and inventory.
A real estate deal can take a turn for the worst if the contract is not carefully written to include all the legal stipulations for both the buyer and seller.You can write your own real estate purchase agreement without paying any money as long as you include certain specifics about your home.
Who Prepares The Real Estate Purchase Agreement? Typically, the buyer's agent writes up the purchase agreement. However, unless they are legally licensed to practice law, real estate agents generally can't create their own legal contracts.
These will include the purchase price, of course, and bills of sale, assignment and assumption agreements, intellectual property assignments, real property transfer documents and so on, as well as any legal opinions, employment agreements, escrow agreement and other ancillary documents.
Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) where company shares, title to assets, and title to liabilities are also sold.
To record the purchase of a fixed asset, debit the asset account for the purchase price, and credit the cash account for the same amount.
Identity of the Parties/Date of Agreement. The first topic a sales contract should address is the identity of the parties. Description of Goods and/or Services. A sales contract should also address what is being bought or sold. Payment. Delivery. Miscellaneous Provisions. Samples.
The identity of the buyer and seller. A description of the property being purchased. The purchase price. The terms as to how and when payment is to be made. The terms as to how, when, and where the goods will be delivered to the purchaser.